From: el...@usenix.UUCP (Ellie Young)
Subject: Minutes of Board of Directors Meeting
Date: 18 Jul 89 00:10:32 GMT
Organization: Usenix Association Office, Berkeley
It was suggested at the Open Board Meeting in Baltimore that
the minutes of the USENIX Board of Directors' meetings be
posted on comp.org.usenix. Below are the revised minutes
of the April '89 meeting. They could not be published sooner
since they are approved at the following Board meeting.
These minutes do not include information from the Board's
executive session nor matters concerning personnel, salaries,
and other such non-public material. A summary of these minutes
will appear in the July/August issue of ;login: as well.
Board of Directors' Meeting
Short Hills, NJ, 17-18 April 1989
The regular quarterly meeting of the USENIX Board of
Directors was convened at the Short Hills Hilton Hotel in
New Jersey at 9:35 a.m. on 17 April, 1989.
Stephen C. Johnson, Treasurer
Rob Kolstad, Secretary and Chair
Marshall Kirk McKusick, Director
Sharon Murrel, Director
Michael D. O'Dell, Director
Alan G. Nemeth, President
John S. Quarterman, Director
Deborah K. Scherrer, Vice President
Judith F. DesHarnais, Conference Coordinator
John L. Donnelly, Tutorial Coordinator and Exhibit
Neil P. Groundwater, Baltimore Program Chair
Ellie Young, Acting Executive Director
Minutes of the San Diego meeting
It was Moved by O'Dell, seconded by Johnson: That the
Minutes be approved as circulated. Passed: 7 for;
Additions and Changes to the Agenda
The executive session was moved to later in the day.
The FaceSaver proposal and database report were moved
up. Reports on the San Diego meeting and the
Conference office's move were added. Murrel requested
a discussion about the relationship between USENIX, the
EUUG and European national groups. Nemeth had
questions regarding Soviet participation at the
conference. Kolstad circulated a proposal to fund a
high school programming contest. Discussions regarding
a joint workshop with the EUUG and press relations were
Kolstad ran through the list of San Diego action items.
Most had been executed and will be considered at
various places in the Agenda. It was pointed out that
Murrel served as chair of the Elections Committee.
Donnelly and Young will work with Kolstad on speaker's
bureau/professional development seminars. Johnson will
finish the transfer of monies into t-bills/CDs. Nemeth
will devise a variant of the futurist contest.
Scherrer reported that the Online Library/Index is
being proofed and was $9,000 under budget.
Software Management Workshop Report
Scherrer and DesHarnais reported. There were 80
attendees. The technical content of the papers was
satisfactory. Even though the keynote speaker and
Bourne did not show, the overall evaluation by
attendess was good. DesHarnais said it would most
likely break even. She also felt that the announcement
was not sent to enough of the mailing list. This led
to a discussion regarding methods used to publicize the
workshops. Young and DesHarnais will work on a plan to
better publicize future workshops.
The Board asked that Young revise the future meetings
status report, adding Board liaison and informal
program chair categories.
Program. Groundwater stated that 60 submissions were
received and 22 papers had been accepted. The ACM has
asked to have abstracts of the papers. Quarterman
requested that problems with papers appearing elsewhere
be added to the 'Instructions' for program chairs.
Groundwater reported that while he had a good
committee, he should have selected it sooner. He
assumed that Evi had the production of the proceedings
under control. There was a discussion regarding
schedules and the potential problems of having the
review process of two conferences overlap.
Exhibits. Donnelly discussed his revised projected
finances that did not include a registration control
system and did include adjustments for booth sales
Kolstad asked for a discussion regarding the future of
exhibits--will we sell less booth space. Donnelly
stated that sales in Baltimore should match San
Francisco. He feels that the vendors think we're
important, but are also concerned about location.
Future sites may be less attractive. It was agreed
that in future site discussions we should take into
account having the site in a more 'technical region' of
the country. Donnelly also felt that our booth space
charges are very reasonable, and that we should not
raise them at this time. It was suggested that
Donnalyn Frey publicize our exhibit network.
Tutorials. Donnelly reported that there are 15
scheduled per day with lots of space. There was
general consensus that the tutorial program is driving
the conferences. Student discounts have been
instituted and are being advertised in the program and
on the net.
Arrangements. DesHarnais reported that the terminal
room will be located at the Hyatt and will be open 8
a.m. - midnight, and that Sonya Neufer will be running
it. While the office had just moved she felt it would
not affect registration. DesHarnais described the new
office with its expanded phone system and FAX machine.
Revised Minutes 2 April 1989
McKusick reported that he has been working with Katz to
put the saved faces on UUNET. Interest is high, but the
database needs to be updated. The FaceSaver service
proposed for Baltimore would capture new and revised
faces to update the UUNET-maintained database, and not
produce an attendee list as in the past. Labels could
be produced for a fee, and this service would also
attract more folks to the exhibits. Nemeth expressed
concern about the system being connected to UUNET via a
high speed modem or through a local Ethernet
connection. He suggested that Katz keep copies of
everything. McKusick agreed to oversee the project.
Murrel asked whether we intended to do this at every
conference and why wasn't it a proposal to UUNET.
There was general agreement that it is a benefit to the
membership, it draws people into the exhibits, and that
UUNET could not afford to finance it at this time.
There was discussion about the three options in the
proposal: a database system with no labels; one with
labels; and the addition of a second face capture
station. There was general agreement that a second
station would make it more accessible. It was moved by
Johnson, seconded by McKusick: To allocate $12,500 to
the FaceSaver proposal at the USENIX Conference in
Baltimore, to be spent at McKusick's discretion.
Passed: 5 in favor, Kolstad opposed, O'Dell and Murrel
Other Baltimore Business
DesHarnais requested a discussion regarding shirts and
license plates. It was agreed that some all cotton
golfshirts as well as blended, more inexpensive ones be
ordered. O'Dell requested funds be allocated to use a
portion as thank you's, and that DesHarnais would use
her discretion in giving away freebies. It was moved
by O'Dell, seconded by McKusick, to allocate $3,200 to
give away USENIX license plates at the conference.
Passed: 4 in Nemeth opposed; Murrel and O'Dell
abstaining; Quarterman absent.
Nemeth received a letter from a Soviet who needed an
invitation to attend the conference in order to secure
a visa. It was felt that was no legal reason not to
invite him. DesHarnais had already responded favorably
to the request and Nemeth would do so as well.
San Diego Report
DesHarnais reported that attendance at tutorials was
93%. Her original projections were also much lower.
It was felt that the conference worked well without
UNIFORUM. There was good tutorial meeting space.
DesHarnais expressed her concern that future sites do
not have as much tutorial space. While there were some
comments from attendees about the absence of exhibits,
there was overall enthusiasm for the box lunches and
Washington D.C. '90
Scherrer reported that the program committee has been
Revised Minutes 3 April 1989
formed, and that Klein wants to have full papers.
There was a long discussion on how program chairs get
their papers and the problems of having quality papers
as well as time contraints with having full papers vs.
extended abstracts. It was suggested in Allman's
instructions that extended abstracts be used at Winter
conferences, and full papers (for depth) in the Summer.
Groundwater felt that full papers allow one to judge
whether it's good new work. O'Dell felt that
proceedings should provide a timely mechanism for
discussing new work and that extended abstracts give a
better global view of what's out there. There was more
discussion on the Board's role in providing guidelines
to chairs. O'Dell suggested that future chairs be
advised of the Board's concerns in this area and
deadlines for each. Scherrer was asked to have an
informal discussion with Klein. Quarterman asked if
there was a problem with the upcoming conference, and
if so, what actions did the Board need to take. O'Dell
asked whether the Board has to dictate the structure of
a conference to ensure that it is successful.
Murrel felt that the Board's role is to provide
guidelines on a conference to conference basis.
McKusick stated the bigger issue is that the Board
deals with committees and provides the only source of
continuity conference to conference. Nemeth felt the
Board needs to act only when a Chair seems to be
failing, and that it would be a mistake to have
absolute deadlines. It was generally agreed that the
type of papers need to be decided beforehand and then
inform the chair of the paper status.
Kolstad suggested a committee be struck to draft some
proposals for the Board. It was moved by Scherrer,
seconded by Nemeth, to strike a committee (O'Dell,
McKusick, and Murrel as chair) to study the problem and
make proposals regarding abstracts vs. full papers on a
regular schedule and report to the Board at Baltimore.
USENIX Room at /usr/group in D.C.
Johnson discussed the problems with location and cost.
There was agreement that it's not a good idea at this
point, especially when both meetings are held
concurrently. It was moved by Kolstad, seconded by
Nemeth, that we not have a USENIX room at /usr/group in
D.C. 1990. Passed unanimously.
Long Range Conferences
1993 Winter Conference. DesHarnais reported on three
+ Town & Country in San Diego. An attractive offer
was received but there may be a problem with renovation
and rates needed to be capped.
+ San Jose Convention Center. Good rates, but
problems with not enough hotels and being dependent on
the light rail system.
+ Disneyland Hotel at Anaheim. Has enough space for
tutorials, and is under new management. DesHarnais
will do a site inspection.
Revised Minutes 4 April 1989
The Board recommended that DesHarnais pursue Town &
Country and Disneyland, and choose between the two.
1993 Summer Conference. DesHarnais reported on two
sites. Seattle does not have enough tutorial space and
the hotels are expensive. Cincinnati has great
facilities and prices. McKusick gave a very favorable
report on the site inspection. The Board recommended
that we sign a contract with Cincinnati.
Suggestions for 1994. DesHarnais should keep in touch
with PEMCO regarding /usr/group's Winter site plans.
Nemeth suggested a Bay Area location for the summer.
O'Dell suggested that we make sure that either a Board
member or staffperson from the Executive office attend
+ Transaction Processing: Murrel reported that
everything was on track, and that she would be
attending part of it. Young mentioned problems with
not getting all the papers from the Chair.
+ Systems Administration III: Kolstad reported that
we're trying an experiment by offering two tutorials
(by Nemeth and Kolstad) the day before the actual
workshop. Standard tutorial rates will apply and he
estimated that 50 people may attend each.
+ Distributed Systems: Kosltad reported that the
paperwork from the other sponsors would be forthcoming.
The co-chairs are very active and seem to have things
well under control.
+ Graphics V: DesHarnais has a contract with the
DoubleTree and the facilities of the Monterey
Convention Center as well.
+ C++ '90: Jim Waldo of Apollo has accepted
chairmanship. He has tentatively suggested an early
April '90 date. Scherrer reported that Waldo would
like a workshop format (possibly like Santa Fe), rather
than a mini-conference. Scherrer was asked to confer
with Waldo about the possibility of enlarging it.
Since there were very few responses to the posting on
the net for future workshop topics, it was agreed that
individual Board members should actively search for
Quarterman and Kolstad will look into a joint workshop
with EUUG in Systems Administration.
Future Conference Chairs
McKusick was asked to invite Allman to be the '92 San
Francisco chair; Johnson was asked to contact Mashey
about his plans for Anaheim in '90; Quarterman was
asked to offer Grob/Shore Dallas in '91; O'Dell was
asked to offer Adams San Antonio in '92; Scherrer was
offered (and she accepted) Nashville '91.
The following appointments for Board liaisons were
Anaheim '90 Johnson
Dallas '91 Quarterman
Nashville '91 Nemeth
San Fran '92 McKusick
Revised Minutes 5 April 1989
San Antonio O'Dell
Alix Vasilatos was appointed informal programming chair
Revised Minutes 6 April 1989
Database Report and Judy's Machine
O'Dell reported on the committee's meeting in Berkeley,
where a dataflow model for all three offices was
presented. O'Dell said there are two problems--the long
term problem of the database and the short term one of
the conference office's machine. There was agreement
that we need to act immediately on the latter. There
was a short discussion on hardware needs. It was moved
by O'Dell, seconded by Murrel, that we authorize
$30,000 for a machine for the conference office and
that the database committee authorize these
expenditures. Passed unanimously.
Johnson proposed that we select chairs for each
subcommittee. Young was asked to provide a list of the
these. It was decided that Scherrer will be replaced
by McKusick on the database committee; McKusick will be
in charge of the Conference office's machine; O'Dell
will chair the database committee.
Johnson inquired about the status of the editorial
luncheon at Baltimore. Young responded that Frey has
made all the arrangements.
It was moved that Ellie Young be appointed Executive
Director. Passed unanimously.
Board liaisons were appointed for the three offices:
Kolstad for exhibits; McKusick for conference; Johnson
High School Computing Funding
It was moved by Kolstad, seconded by Johnson to
authorize $3,000 to fund Don Piele's International
Computer Problem Solving Contest. Passed ananimously.
The meeting was recessed at 5:20 p.m.
The regular meeting resumed at 9:40 a.m., Tuesday
Quarterman reported on the negotiations in Brussels
between USENIX abnd EUUG regarding a joint
representative to the ISO SC22 WG15 ISO POSIX
committee. He (for USENIX) and Michel Gien (for EUUG)
have hired Dominic Dunlop to be the representative.
EUUG will contribute 4000 pounds sterling (USENIX will
supply matching funds), and will send quarterly advance
payments to USENIX. Young was asked to work out the
details of a contract between the parties, and to pass
along information regarding USENIX's activities in
standards to Frey. Quarterman was thanked by the
Board. Quarterman also reported that USENIX is
coordinating a White Paper on systems administration
for IEEE 1003.7, a new standards committee in this
Quarterman announced that McCarron had a new job (with
UNIX International) and no longer had time to edit
USENIX Standards Watchdog committee reports. There was
discussion about making these reports into another
publication. The Board, however, agreed that we should
continue to publish these reports in ;login: and that
Quarterman should hire someone else to do the reports.
Revised Minutes 7 April 1989
In response to a letter from our attorney, Dan
Appelman, the Board was advised to amend the
corporation's Certificate of Incorporation to limit the
personal liability of its directors. The Board
reviewed the amendment and approved Resolution Set #1
RESOLVED, that the Board of Directors of the
it advisable and in the best interests of the
Corporation that the Certificate of Incorporation be
amended to add a new Article 7 eliminating the personal
liability of the directors to the Corporation which
shall read as follows:
"7. Liability of Directors. No director of the
corporation shall be personally liable to this
corporation or its members for monetary damages for
breach of fiduciary duty as a director, except that a
director shall be liable to the extent provided for by
the applicable law for (i) any breach of the director's
duty or loyalty to the corporation or its members, (ii)
acts of omissions not in good faith or which involve
intentional misconduct or knowing violation of law, or
(iii) any transaction from which the director gains an
improper personal benefit. If the Delaware General
Corporation law is hereafter amended to authorize
corporate action further eliminating or limiting the
personal liability of directors, then the liability of
a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware
General Corporate Law, as so amended."
RESOLVED FURTHER, that the Board of Directors shall
formally consider the adoption of the above amendment
to the Certification of Incorporation, at its meeting
on June 11 and June 12, 1989. Passed unanimously.
Revised Minutes 8 April 1989
1990 Nominating Committee
Scherrer reported that Ed Gould has accepted the
chairmanship, The Board recommended that he inform
people of the committee's decision before it is
O'Dell had an updated version of UUNET's finances. They
have also secured a line of credit to take care of the
cash flow problem, they have moved into new offices,
and Rick Adams is now on full time as UUNET's technical
Relationship with EUUG and European National Groups
Murrel, as the USENIx reprentative at hte EUUG meeting
in Brussels, gave a report. EUUG-Publications. Murrel
expressed EUUG's concern about the monies owed to
USENIX for publications and the confusion about the
initial arrangements. Young was instructed to send
written acknowledgements to Owles Hall each time a
quarterly payment is received, and to make sure that a
discount was in effect for the proceedings shipped last
Fall. In the future, we will continue to exchange
newsletters and proceedings for board members, and 10
copies of each group's newsletters will be sent to each
office. Young was further instructed that there would
be no further automatic exchanges and that Philip Peake
will be the EUUG representative for the sale of
Relationship with EUUG and the European National
Groups. Murrel reported that while EUUG encourages all
informal contacts between user groups, that they would
like to be the sole contact for EUUG and their national
group members in terms of negotiations leading to
reciprocal agreements and purchases of services. There
was general agreement that such a policy would be
impossible since any USENIX member can order any
quantity of our publications.
Board member attendance at meeetings. We have
reciprocal agreements with EUUG, AUUG, NZUUG and JUS to
provide free registration and 5 nights hotel. The
Board agreed that we should not at this time provide
similar support to other European groups.
Nemeth and Johnson suggested an exchange of
publications between JUS, so that we can abstract and
Proposal for Second UNIX on Supercomputers Workshop
Quarterman presented Lori Grob's proposal that USENIX
sponsor a second UNIX on Supercomputers workshop in
early Fall of 1990, and that she co-chair it. It was
moved by Nemeth, seconded by Scherrer to approve the
proposal and if Melinda Shore is not available to co-
chair, the Board would suggest alternatives, but
considered Grob responsible for finding a co-chair if
she thought it necessary to have one. Passed
Publications and Membership
Manuals. Young reported that while customer service
from Howard Press has been poor in the past, she had
Revised Minutes 9 April 1989
met with them to relay our concerns as well as to check
the inventory. They did indeed have 4,000 sets on
hand. The Board recommended that we advertise the
manuals as 'final printing' and push their sales at our
Reprinting Proceedings. Young reported that after
three postings on the net, the number of responses was
still too little to warrant reprinting. Nemeth asked
that perhaps we could offer out-of-print proceedings at
our cost to reproduce them on a per request basis.
Young was instructed to implement this.
Executive Office Report. Young went over the report.
Total membership as of 4/1/89 was 2,712, up 30% from
figures of the previous year. Nemeth asked if it was
possible to track new members who join at a conference
to see if they renew. Young will provide a report.
There was a discussion regarding future costs for the
journal. Young reported that the contract with UC Press
calls for fees to be somewhat lower over the next two
years, and with more library subscriptions our fees
would be reduced even further.
The Board was satisfied with Young's efforts to provide
a cash flow model for all three offices. There were
some format suggestions for the reporting of membership
services. Another model is necessary so that the Board
can plan for future growth, projects, and have a better
understanding of what has happened in the past.
Several matrixes were suggested (a projects vs.
resources one; projects vs. time; resources vs. time;
actual vs. budgeted). Young was instructed to work on
Johnson suggested that the Association pay off the
Sequent loan for UUNET. It was moved by O'Dell,
seconded by Murrel, that Young and Johnson be directed
to pay off the First Interstate Bank loan and make
arrangements with UUNET for a schedule of payments.
Scherrer requested that Wally Wedel replace her on this
committee and that Young replace Salus. Young was
instructed to notify Salus.
Gift for Salus
Young's proposed gift approved ananimously.
Membership Fees/Dues Proposal
There was discussion regarding Young's proposal sheets.
The general feeling of the Board was that the
Association can continue to depend on the conference
surplus to fund membership benefits. Kolstad suggested
that future proposals be clearer as to what criteria is
used to determine costs per members (fixed and
incremental). Nemeth requested information about the
marginal cost for additional members. It was moved by
O'Dell, seconded by Murrel that the 1990 membership
Student: $15 Individual: 40
Educational: 125 Corporate: 275
Revised Minutes 10 April 1989
Supporting: 1,000 Passed unanimously.
Young suggested that in 1990 we offer institutional
members a subscription to all proceedings published
during the year. It was moved by Scherrer, seconded by
Johnson, to include a subscription to the proceedings
to all institutional members as an additional member
benefit as soon as possible. Passed unanimously.
Kolstad reported that the Plus5 Tape was almost ready
for copying, but he had questions as to whether we
wanted to offer it as a benefit. It was moved by
Scherrer, seconded by Johnson that the software
distribution tape (Plus5) be sent to the 1989
institutional members. Passed unanimously.
Next Board Meeting
It was decided that the next Board meeting would be
held in Baltimore and would commence at 10:00 a.m.,
Sunday, June 11. Sharon Murrel agreed to chair it.
Election Subcommittee Proposal
Murrel, speaking for the election subcommittee,
proposed a Bylaw change to limit the number of
consecutive terms for
board members. It was moved by Murrel, seconded by
O'Dell the following wording change to the Bylaws:
Replace in section 4.2: Any eligible person may be
reelected as an officer or director one or more times.
Any eligible person may be reelected as an officer or
director one or more times, but may not be elected to
more than four terms in succession.
And that this Bylaw change will take effect after the
next election, on July 1, 1990. Passed. 7 in favor,
The meeting adjourned at 2:47 p.m.
E. Young, Minutetaker